AMONG OTHER ACTIVITIES, OPTIMIZED HEALTH’S SERVICES ENABLE COORDINATION AND COMMUNICATION WITH A HEALTH CARE PROVIDER. IT DOES NOT REPLACE YOUR RELATIONSHIP WITH ANY PHYSICIAN. THESE SERVICES MIGHT NOT BE APPROPRIATE FOR ALL MEDICAL CONDITIONS OR CONCERNS. IF YOU HAVE A MEDICAL EMERGENCY, IMMEDIATELY CALL YOUR DOCTOR OR DIAL 911.

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BECAUSE THEY SET FORTH THE IMPORTANT TERMS YOU WILL NEED TO KNOW ABOUT THE SERVICES.

YOU UNDERSTAND THAT BY ACCESSING OR USING THE SITES OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE LEGALLY BOUND BY AND COMPLY WITH THESE TERMS OF USE. IF YOU DO NOT OR CANNOT AGREE WITH ANY PART OF THESE TERMS OF USE, YOU MAY NOT USE THE SITES OR ANY SERVICES PROVIDED ON OR THROUGH THE SITES.

THE TERMS OF USE ARE SUBJECT TO CHANGE AS PROVIDED HEREIN.

Introduction

OPTIMIZED HEALTH, and their respective affiliates (collectively, “OPTIMIZED HEALTH”, “we”, “us”, or “our”) own and operate the websites located at optimized.health, [INSERT ALTERNATE DOMAIN] (collectively, the “Websites,” and collectively with any affiliated mobile application (“App”), the “Sites”). The Sites are intended to facilitate the provision of the Services to registered users. The “Services” may include (i) providing individuals with information on health care and wellness (“Content”); (ii) providing individuals with pharmacy services; (iii) providing individuals with access to technology-oriented tools for smoking cessation; (iv) development and gathering of health care records and health care information with retention of the same for use in health care provider appointments, communications, and pharmacy services; (v) administrative support in connection with scheduling, payment for health care provider services, and payment for pharmacy services; and (vi) telecommunications support for using the Services as a means of direct access to health care providers provided by Beluga Health, P.A. and similar affiliated professional entities for communication, consultations, assessments, and treatment by such health care organizations and their providers.

These terms and conditions of use (“Terms of Use”) describe your rights and responsibilities with regard to the OPTIMIZED HEALTH Sites that you may use to receive Services. Your access to and use of the Sites is subject to these Terms of Use, our Privacy Policy optimized.health, as well as all applicable laws and regulations. In these Terms of Use, the terms “you” and “yours” refer to the person using the Services. Even though you may have arrived to the Sites through a website or mobile application operated or controlled by a third party, including by an affiliate of OPTIMIZED HEALTH, you understand and agree that these Terms of Use are entered into between you and OPTIMIZED HEALTH. If you do not accept and agree to be bound by these Terms of Use, you are not authorized to access or otherwise use the Sites, Services or any information or Content provided through the Sites or Services. The Sites and Services are continually under development, and OPTIMIZED HEALTH reserves the right to review or remove any part of these Terms of Use in its sole discretion at any time and without prior notice to you. You should check the Terms of Use from time to time when you use the Sites or Services to determine if any changes have been made. Any changes to these Terms of Use are effective upon posting to the Sites. Unless otherwise indicated, any new Content added to the Services is also subject to these Terms of Use upon posting to the Sites. If you disagree with these Terms of Use, your sole and exclusive remedy is to discontinue your use of the Sites and/or Services. Your continued use after a change has been posted constitutes your acceptance of the changes.

Use of these terms is accepting use of Bask Health Inc’s platform and its applicable privacy policy located on the Bask Health website (bask.health, bask.bio).

Availability

Certain of our Services are currently only available to individuals located in certain states.

Eligibility

In order to qualify to use the Services, the following must be true:

• You are age 18 or over.

• You are located in a State Where We Operate (depending on the type of Services).

• You agree to be legally bound by and comply with these Terms of Use.

You understand and agree that satisfying the above requirements does not guarantee that you will receive Services through OPTIMIZED HEALTH. In addition to the above requirements, OPTIMIZED HEALTH and certain affiliated professional entities reserve the right to change or include new requirements as deemed appropriate in their sole discretion without providing prior notice to you.

Requirements for use

You must have compatible computing and/or mobile devices, access to the Internet, and certain necessary software in order to use the Sites. Fees and charges may apply to your use of the mobile services and to the Internet.

Special consent to telehealth services

Telemedicine involves the delivery of health care services using electronic communications, information technology, or other means between a health care provider and a patient who are not in the same physical location. Telemedicine may be used for diagnosis, treatment, follow-up and/or related patient education, and may include, but is not limited to:

• Electronic transmission of medical records, photo images, personal health information, or other data between a patient and health care provider;

• Interactions between a patient and health care provider via audio, video, and/or data communications; and

• Use of output data from medical devices, sound, and video files.

The electronic systems used in the Services will incorporate network and software security protocols to protect the privacy and security of health information and imaging data, and will include measures to safeguard the data to ensure its integrity against intentional or unintentional corruption.

Please see our Consent to Telehealth available for a description of the risks and benefits of telemedicine. The Consent to Telehealth is hereby incorporated into these Terms of Use by reference and constitutes a part of these Terms of Use.

Privacy policy

OPTIMIZED HEALTH understands the importance of confidentiality and privacy regarding your health information. Please see: (1) our Privacy Policy available on the Sites optimized.health for a description of how we may collect and use your personal information, and (2) the OPTIMIZED HEALTH Professionals Notice of Privacy Practices applicable to Beluga Health, P.A. and similar affiliated professional entities for a description of how these entities may use and disclose your medical information and how you may access that information. The Privacy Policy and OPTIMIZED HEALTH Professionals Notice of Privacy Practices are hereby incorporated into these Terms of Use by reference and constitute a part of these Terms of Use.

Your relationship with OPTIMIZED HEALTH

OPTIMIZED HEALTH does not provide any medical services, including via the Sites and Services. Rather, OPTIMIZED HEALTH provides a technology platform for you to access a health care provider employed or contracted with Beluga Health, P.A. or similar affiliated professional entities and obtain access to additional information, which you may or may not choose to utilize in planning your health care and wellness. The health and wellness resources made available through our Services are not a substitute for direct in-person health care services in all cases. The decision to focus on diagnosis, treatment recommendations, or both, rests with you and the health care provider. You understand that by coordinating and in certain cases consulting with a Beluga Health, P.A. or affiliate health care provider through the Services, you are not entering into a provider-patient relationship with OPTIMIZED HEALTH

By accepting the Terms of Use, you agree and consent to OPTIMIZED HEALTH, OPTIMIZED HEALTH affiliates, or health care providers sending you disclosures, notices, messages, reports, and other communications. It is your responsibility to monitor these communications. You acknowledge and agree that you will not hold us or any OPTIMIZED HEALTH affiliate liable for any loss, injury, or claim of any kind resulting from your failure to read these communications or for your failure to comply with any treatment recommendations contained in these communications.

Communications by text message and email

By opting-in to receive text (SMS) messages from OPTIMIZED HEALTH or by sending OPTIMIZED HEALTH an initial text message (an “SMS Enrollment”), you consent to receiving text messages regarding your OPTIMIZED HEALTH account and use of the Sites and Services. These text messages may include order confirmations, shipping notifications, messages from your healthcare provider, and other transactional messages, as well as promotional and marketing notifications, to the extent you have opted-in to receive such messages from OPTIMIZED HEALTH.

With your SMS Enrollment, you represent and understand that: (1) you are the owner or authorized user of the mobile device you used in order to initiate the SMS Enrollment, (2) you are authorized to approve any applicable charges in connection with the text messages you send to and receive from OPTIMIZED HEALTH, (3) you will be responsible for all messaging and other data charges that may apply for any text messages sent to you from OPTIMIZED HEALTH, or from OPTIMIZED HEALTH to you, and (4) neither OPTIMIZED HEALTH, nor your or OPTIMIZED HEALTH’s mobile carriers, will be liable for delayed or undelivered messages.

Note that access to the Services and the Sites is not conditioned upon your consent to receive marketing or promotional text messages from OPTIMIZED HEALTH, and you can opt-out of any of OPTIMIZED HEALTH’s SMS services at any time by texting “STOP” to the message received, from the mobile device that is subscribed to receive the SMS messages. After you send the text message “STOP” to us, we may send you one final text message to confirm that you have been unsubscribed. If you have opted-in to receive more than one type of text message from OPTIMIZED HEALTH, you will need to opt-out of each OPTIMIZED HEALTH SMS service to which you are subscribed. Until you have done so, you may continue to receive the types of text messages from OPTIMIZED HEALTH that you have opted-in to receive but have not unsubscribed from.

You also understand that while OPTIMIZED HEALTH takes your privacy and the security of your health and other sensitive information very seriously, the transmission of information over the internet and mobile networks is not 100% secure. Text messages and emails that you send to or receive from OPTIMIZED HEALTH are not encrypted, which means that it is possible they may be intercepted by third parties. If you choose to send or receive information about your health or any other sensitive information by text message or email, you do so at your own risk. By initiating an SMS Enrollment, you consent to sending text messages to OPTIMIZED HEALTH, and receiving text messages from OPTIMIZED HEALTH, that are not encrypted. Likewise, by emailing OPTIMIZED HEALTH or giving OPTIMIZED HEALTH your email, you consent to receiving unencrypted emails messages from OPTIMIZED HEALTH.

If you are experiencing any issues with OPTIMIZED HEALTH’s text messaging or email services, or if you have any concerns about sending or receiving any sensitive information through text or email, please contact us directly at cs@optimized.health. If you have questions specific to your text or data plan, please contact your wireless provider.

Consultative service

In some cases, a Beluga Health, P.A. or affiliated health care provider may use the Services to provide advice or treatment to you. A health care provider consulting with you through the Services may not have the benefit of information that would be obtained by examining you in person and observing your physical condition, in each instance. Therefore, the health care provider may not be aware of facts or information that may affect his or her opinion regarding a potential diagnosis or treatment recommendation. To reduce the risk to you of this limitation, OPTIMIZED HEALTH strongly encourages you to provide all relevant information and discuss any and all diagnosis and treatment options with a health care provider. Moreover, a health care provider utilizing OPTIMIZED HEALTH may be limited by state law in prescribing certain medications to you without first conducting an in-person physical examination. By deciding to engage the Services, you acknowledge and agree that you are aware of these limitations and agree to assume the risk of these limitations. Furthermore, you agree and accept that: (i) any diagnosis you may receive is limited and, in some cases, provisional; (ii) the health care services are not intended, in all cases, to replace a full medical evaluation or an in-person visit with a health care provider; (iii) a health care provider acting through the Services may not have important information that is usually obtained through a “hands-on” physical examination; and (iv) the absence of a physical examination may affect the health care provider’s ability to diagnose any potential condition, disease or injury.

For more information regarding the health care services offered by health care providers utilizing the Services, please visit optimized.health.

Site content

Except for specific communications received from Beluga Health, P.A. or affiliate health care organizations and providers, none of the Content you receive through the Sites should be considered medical advice.

Registration and user accounts

Although certain parts of the Sites are accessible by any individual, you are obligated to register with OPTIMIZED HEALTH in order to access the Services. The Services are available only to users who have registered with OPTIMIZED HEALTH and to other persons affiliated with OPTIMIZED HEALTH who have been granted accounts with usernames and passwords (“Secure Users”). If you are a Secure User, you agree to provide information that is accurate, complete and correct, and to accurately maintain and update any information about yourself that you have provided to OPTIMIZED HEALTH. If you do not maintain such information, or OPTIMIZED HEALTH has reasonable grounds to suspect as much, OPTIMIZED HEALTH has the right to suspend or terminate your account and your use of the Services. You also agree to immediately notify OPTIMIZED HEALTH of any unauthorized use of your username, password or any other breach of security that you become aware of involving or relating to the Services by emailing OPTIMIZED HEALTH at cs@optimized.health. OPTIMIZED HEALTH may take any and all actions it deems necessary or reasonable to maintain the security of the Sites, Services and your Secure User account.

You agree to keep confidential your username and password and to exit from your Secure User account at the end of each session. You are responsible for all activities that occur under your account and for maintaining the confidentiality of your password. You are responsible for changing your password promptly if you think it has been compromised. You may not transfer or share your password with anyone, or create more than one account. You may not use anyone else’s account at any time. OPTIMIZED HEALTH explicitly disclaims liability for any and all losses and damages arising from your failure to comply with this section. You acknowledge and agree that: (1) all or any part of the Sites may not be accessible at any time, for any period, or for any reason; and (2) OPTIMIZED HEALTH will not be liable if for any reason all or any part of the Sites are unavailable at any time or for any period.

‘jailbreaking’ the mobile operating system

The App is intended for use only on a mobile phone that runs an unmodified manufacturer approved operating system. Using the App on a mobile phone with a modified operating system may undermine security features that are intended to protect your protected health information from unauthorized or unintended disclosure. As a result, you may compromise your protected health information if you use the App on a mobile phone that has been modified. Use of the App on a mobile phone with a modified operating system is a material breach of these Terms of Use.

Access rights and prohibited use

Subject to your compliance with these Terms of Use, we hereby grant to you a personal, limited, revocable, non-exclusive, and nontransferable right to view, download, access, and use the Sites in the United States and to use the Services solely for your personal and non-commercial use and only as permitted under these Terms of Use, the Consent to Telehealth, and the Privacy Policy. No other right, title, or interest in or to the Sites is transferred to you, and all rights not expressly granted are reserved by OPTIMIZED HEALTH or its licensors. We reserve the right, in our sole discretion, to deny or suspend use of the Sites or Services to anyone for any reason. You agree that you will not, and will not attempt to: (a) impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; (b) use the Sites or Services to violate any local, state, national or international law; (c) reverse engineer, disassemble, decompile, or translate any software or other components of the Sites; (d) distribute, input, upload, transmit, or otherwise run or propagate any virus, application, Trojan horse, or any other harmful computer code that could damage or alter a computer, portable device, computer network, communication network, data, or our Sites, or any other system, device, or property; (e) access or use the Sites in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party; (f) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Sites, Services or related materials in any way; (g) use or access the Sites to create or develop competing products or services or for any other purpose that is to OPTIMIZED HEALTH’s detriment or commercial disadvantage; (h) take any action or use the Sites in any manner which could damage, destroy, disrupt, disable, impair, overburden, interfere with, or otherwise impede or harm in any manner our Sites or any content, in whole or in part; (i) disrupt, interfere with, violate the security of, or attempt to gain unauthorized access to our Sites or any computer network; (j) bypass, breach, avoid, remove, deactivate, impair, descramble, or otherwise circumvent any security device, protection, or technological measure implemented by OPTIMIZED HEALTH or any of our service providers to protect our Sites; (k) remove, delete, alter, or obscure any trademarks, specifications, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from our Sites or any content made available to you on or through our Sites; (l) use any manual process or automated device to monitor or copy any content made available on or through our Sites for any unauthorized purpose except as permitted by this section; (m) copy, duplicate, download, store in a retrieval system, publish, transmit or otherwise reproduce, transfer, distribute, store, disseminate, aggregate, use as a component of or as the basis for a database or otherwise use in any form or by any means any data, text, reports, or other materials related to OPTIMIZED HEALTH or third-party content from the Sites; (n) otherwise use the Sites in any manner that exceeds the scope of use granted above; or (o) encourage or enable any other individual to do any of the foregoing.

Ownership of information submitted via the sites

With the exception of any personal data or information you submit maintained in accordance with our Privacy Policy (which may be governed by the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, and its related regulations and amendments from time to time (collectively, “HIPAA”) or related state-specific privacy laws and regulations), you understand and agree that any information you provide to OPTIMIZED HEALTH on or through the Sites or Services, whether by direct entry, submission, email or otherwise, including, but not limited to, data, questions, comments, forum communications, or suggestions, will be treated as non-confidential and non-proprietary and will become the property of OPTIMIZED HEALTH and/or (i) Beluga Health, P.A., (ii) similar affiliated professional entities, or (iii) individual health providers utilizing the Services.

Such information may be used for any purpose, including, without limitation, reproduction, solicitation, disclosure, transmission, publication, broadcast, and posting. OPTIMIZED HEALTH shall be free to use any ideas, concepts, know-how, or techniques contained in any communication you send to OPTIMIZED HEALTH via the Services or by any other means for any purpose whatsoever, including, without limitation, developing and marketing products using such information.

For any personal data or information subject to the foregoing exception, and to the extent permitted by law, you: (1) understand and agree that any such information provided by you may be used, copied or displayed by OPTIMIZED HEALTH, OPTIMIZED HEALTH may create derivative works of any such data, and OPTIMIZED HEALTH may provide such data to our service providers, our successors and assigns, Pennsylvania Medical, P.C. and affiliated health care providers, and their affiliated professional entities, in performance of their services; and (2) grant OPTIMIZED HEALTH, our service providers, our successors and assigns, Beluga Health, P.A. and affiliated health care providers, and their affiliated professional entities, the fully transferable and sublicenseable right and license to use, reproduce, modify, analyze, perform, display, distribute, and otherwise disclose to third parties any data or information you submit on or through the Sites for the purposes of providing services to you; conducting research or analyses of such data; and designing, developing, implementing, modifying and/or improving new, current or future features, products and services of OPTIMIZED HEALTH using such data.

Ownership of site content

As between OPTIMIZED HEALTH and you, OPTIMIZED HEALTH is the sole and exclusive owner of all right, title and interest in and to the Sites and their content, features and functionality (including, without limitation, all information, software, text, displays, images, video, audio, design, selection, arrangement and look and feel), other Content, and all intellectual property rights therein, and any suggestions, ideas or other feedback provided by you. You are not permitted to reproduce, publish, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the material on our Sites except as generally and ordinarily permitted through the Sites according to these Terms of Use. Any copy, modification, revision, enhancement, adaptation, translation, or derivative work of the Sites or Content shall be owned solely and exclusively by OPTIMIZED HEALTH or its licensors, including all intellectual property rights therein. You may not access or use for any commercial purposes any part of the Sites or Content.

Trademarks

Certain names, logos, and other materials displayed in and through the Sites may constitute trademarks, trade names, service marks or logos (“Marks”) of OPTIMIZED HEALTH or its affiliates. You are not authorized to use any such Marks without the express written permission of OPTIMIZED HEALTH. Ownership of all such Marks and the goodwill associated therewith remains with us or our affiliates.

Links to third-party hyperlinks and websites

The Sites may contain hyperlinks or references to other websites (“Linked Sites”) operated by third parties. The Linked Sites may not be under our control, therefore, we are not responsible for the information, products or services described thereon, or for the content of any Linked Site, including, without limitation, any link contained in a Linked Site, or any changes or updates to a Linked Site. We are providing these Linked Sites to you only as a convenience, and the inclusion of any link does not necessarily imply endorsement of the Linked Site or any association with its operators. Your use of these Linked Sites is at your own risk, and we are not liable to you in any way, either directly or indirectly, for any content, errors, damage or loss caused by or in connection with use of or reliance on information contained in or provided to Linked Sites.

You may have arrived to the Sites through a Linked Site, including a Linked Site controlled by a parent, subsidiary or affiliate of OPTIMIZED HEALTH. You understand and agree that we are not responsible for the information, products or services described on those Linked Sites and only these Terms of Use will apply to your use of or access to the Sites.

Termination

The Terms of Use will remain in full force and effect as long as you continue to access or use the Sites or Services. You may terminate the Terms of Use at any time by discontinuing use of the Sites. Your permission to use the Sites automatically terminates if you violate these Terms of Use.

OPTIMIZED HEALTH may terminate or suspend any of the rights granted by these Terms of Use and your access to and use of the Sites or Services with or without prior notice, for any reason, and at any time. The following provisions survive the expiration or termination of these Terms of Use for any reason whatsoever: Disclaimer of Warranties; Limitation of Liability; Indemnification; Governing Law, Dispute Resolution, Arbitration, Venue, Severability of Provisions; No Waiver; and Assignment.

Subject to applicable law, OPTIMIZED HEALTH reserves the right to maintain, delete or destroy all communications and materials posted or uploaded to the Sites pursuant to its internal record retention and/or content destruction policies. After such termination, OPTIMIZED HEALTH will have no further obligation to provide the Services, except to the extent an affiliated professional entity is obligated to provide you access to your health records or is required to provide you with continuing care under applicable legal, ethical and professional obligations to you. You agree that if your use of the Services is terminated pursuant to these Terms of Use, you will not attempt to use the Services in any way, and further agree that if you violate this restriction after such termination, you will indemnify and hold OPTIMIZED HEALTH harmless from any and all liability that OPTIMIZED HEALTH may incur therefore.

Disclaimer of warranties

YOU EXPRESSLY AGREE THAT USE OF THE SITES IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT THE SITES AND ANY SERVICES ARE PROVIDED THROUGH THE SITES ON AN “AS IS” AND “AS AVAILABLE” BASIS. OPTIMIZED HEALTH AND ITS AFFILIATES, INCLUDING WITHOUT LIMITATION ALL AFFILIATED PROFESSIONAL ENTITIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, PARTNERS, MEMBERS, EMPLOYEES, AND AGENTS (COLLECTIVELY “RELATED PERSONS”) MAKE NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SITES AND SERVICES INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NONINFRINGEMENT, TITLE, AVAILABILITY, SECURITY, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, FREEDOM FROM VIRUSES OR MALWARE, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OR SYSTEM INTEGRATION. WE MAKE NO WARRANTIES OR REPRESENTATIONS THAT YOUR USE OF THE SITES OR SERVICES WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES.

TO THE FULLEST EXTENT OF APPLICABLE LAW, NEITHER OPTIMIZED HEALTH NOR ITS RELATED PERSONS WILL BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SITES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY OR USEFULNESS OF THE SITES. FURTHERMORE, OPTIMIZED HEALTH DOES NOT GUARANTEE THAT THE SITES WILL BE UNINTERRUPTED, OR FREE FROM ERROR, DEFECT, LOSS, DELAY IN OPERATION, CORRUPTION, CYBER ATTACK, VIRUSES, INTERFERENCE, HACKING, MALWARE, OR OTHER SECURITY INTRUSION, AND OPTIMIZED HEALTH DISCLAIMS ANY LIABILITY RELATING THERETO.

YOU UNDERSTAND AND AGREE THAT ANY CONTENT, MATERIAL AND/OR INFORMATION OBTAINED THROUGH THE USE OF THE SITES ARE USED AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR MOBILE PHONE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT, MATERIAL AND/OR INFORMATION.

Limitation of liability

YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW AND EXCEPT AS SET FORTH IN THIS SECTION, IN NO EVENT WILL OPTIMIZED HEALTH, ITS RELATED PERSONS OR LICENSORS BE LIABLE TO YOU OR TO ANY PARTY FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES UNDER ANY LEGAL OR EQUITABLE THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), CONTRACT, WARRANTY, STATUTE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE OR DATA, SERVICE INTERRUPTION, COMPUTER OR MOBILE PHONE DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, INCLUDING DEATH, ARISING OUT OF OR IN CONNECTION WITH ANY ACCESS, USE OF (OR INABILITY TO USE) THE SITES OR ANY SERVICES PROVIDED THROUGH THE SITES, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO YOUR USE OF THE SITES. THIS IS TRUE EVEN IF OPTIMIZED HEALTH OR RELATED PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.

Indemnification

You agree to indemnify, defend, and hold harmless OPTIMIZED HEALTH, its affiliates (including without limitation all affiliated professional entities), subsidiaries, and their directors, officers, employees, contractors, licensors, suppliers, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, assigns, accountants, and attorneys harmless from and against any and all third-party suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, reasonable attorneys’ fees, litigation expenses, and accounting fees), relating to or arising from, or alleged to arise from, your use of materials or features available on the Sites in an unauthorized manner, fraud, violation of law, or willful misconduct, or any breach by you of these Terms of Use.

Modifications to the sites

OPTIMIZED HEALTH reserves the right at any time and for any reason to modify, or temporarily or permanently discontinue, the Sites or Services or any portion thereof, with or without notice. You agree that OPTIMIZED HEALTH shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Sites or Services.

Pharmacy services

If you receive a prescription as a result of the Services, you may select OPTIMIZED HEALTH or one of our partner pharmacies (collectively, the “OPTIMIZED HEALTH Pharmacy Network”) to ship your prescription. You give us consent to send and disclose to the Bask Pharmacy Network all information provided by you, health care records, and other applicable health care information and personal information (such as your name, location and demographic information) so that you may receive pharmacy services.

Packaging and fulfillment restrictions

If you select to use the Bask Pharmacy Network to fulfil any prescriptions provided by health care providers through the Services, you acknowledge that your medication, if approved, will not be shipped in child-resistant packaging and that you must keep it out of the reach of children.

Payment

You agree to pay all fees due for services requested. You will see a prompt for your payment details, such as your credit card information and any promotional codes you may have. By entering your payment information and submitting your request, you authorize us, our affiliates, or our third-party payment processors to charge the amount due.

You understand and agree that you are responsible for all fees due to receive health care services and pharmacy services, including any fees charged by the health care organization(s) or provider(s). Your payments to OPTIMIZED HEALTH may include fees charged by health care organization(s) or provider(s) for health care services and/or pharmacy services, which OPTIMIZED HEALTH collects on their behalf. Any health care services or pharmacy services not made available through the Services are not included in the payments collected by OPTIMIZED HEALTH and you may be separately charged by the applicable health care providers for such services. In the event that your credit card expires or OPTIMIZED HEALTH, our affiliates, or our third-party payment processors are unable to process your payment, you may receive notice for you to provide an alternative payment method. OPTIMIZED HEALTH and/or the health care organization(s) and/or provider(s) have no obligation to provide any health care services or pharmacy services unless and until full payment has been received and/or verified.

Special notice to Medicare and Medicaid beneficiaries

Federal and state health care programs, such as Medicare and Medicaid, do not pay for all health care costs, even for some health care services and products that you or your health care provider have good reason to think you need. If you are a beneficiary of a federal or state health care program, and such program does not pay for certain services or products rendered to you, you may have to pay for these services and products. As we understand it, neither federal nor state health care programs currently pay for any of the medical services or products made available through the Services performed by affiliated health care organizations or providers, at least not in the way such services or products are provided (i.e., using telemedicine and bundled treatment offerings). By agreeing to use the Services, you acknowledge and agree that: (1) you will pay directly for any medical services and products provided to you, and (2) neither OPTIMIZED HEALTH nor any OPTIMIZED HEALTH affiliated health care organization or provider will bill any federal or state health care program for such medical services or products.

Testosterone health program terms and conditions

This section describes additional terms and conditions applicable to your participation in the Testosterone Health Program (the “Program”) offered through OPTIMIZED HEALTH and the affiliated professional entities that provide services on the OPTIMIZED HEALTH platform. The Program is designed to provide access to routine and necessary services for the management of low testosterone in biological males caused by secondary hypogonadism. The Program is a membership-based service through which eligible Members can obtain limited medical care, including at-home phlebotomy services, medication at the discretion of the Member’s provider, and pharmacy services for a recurring monthly payment. The Program is not health insurance or a substitute for health insurance, does not meet any individual health insurance mandate under federal or state law, and cannot replace your in-person provider relationships. You should keep your existing health insurance coverage while you are participating in the Program or obtain health insurance coverage if you do not currently have it.

Eligibility limitations applicable to the Program

Except in New York, Florida, and Illinois, in order to be eligible to participate in the program you must have a commercial health insurance benefits plan, including, but not limited to, an employer-provided health insurance plan, that may be billed for laboratory services. To learn more about billing for laboratory services please see the “Laboratory testing services not included” section below. You understand and agree that the affiliated professional entities, the healthcare professionals practicing on the Bask platform, and the pharmacies in the Bask Pharmacy Network will not bill your health insurance benefits plan for the health care and pharmacy services and products that you receive as part of the Program and that such health care and pharmacy services and products may not be eligible for reimbursement. You understand and agree that you are responsible for all fees due to receive health care and pharmacy services and products consistent with the “Payment” and “Special notice to Medicare and Medicaid beneficiaries” sections above.

Onboarding and diagnosis

In order to participate in the Program, you must be evaluated by a doctor or nurse practitioner on the OPTIMIZED HEALTH platform and, in the professional judgment of such health care provider, meet the clinical criteria for participation. To be evaluated for participation, you must complete an initial onboarding telehealth medical assessment (the “Diagnosis Online Visit”) with a doctor or nurse practitioner and obtain laboratory blood testing to measure your key physiological indicators including, but not limited to, your serum testosterone levels. If, following a review of the laboratory results and the Diagnosis Online Visit, your health care provider determines that you are a good candidate for treatment through the Program, he or she may initiate such treatment by writing you a prescription.

You acknowledge and agree that, even if you do not meet the clinical criteria for participation in the Program, you are responsible for payment of the cost of the Diagnosis Online Visit and any laboratory testing that your health care provider orders for you and such cost is not included in the Membership Fee.

Membership and Additional Services

Your membership (“Membership”) in the Program, including your ability to access the Membership Services and your obligation to pay Membership Fees (each as defined below) will commence when your health care provider communicates your care plan, risks and benefits of treatment, and you acknowledge such and elect to proceed with participation in the Program.

The Program includes:

• 12 months of Membership

• Up to eight (8) discrete medical consults per year with your OPTIMIZED HEALTH-affiliated health care provider, all of which will be set on a pre-scheduled basis according to your personalized care plan.

• Health care provider services required to order and interpret up to eight (8) lab panels per year (Note: the costs of the laboratory tests are not included in your Membership and must be paid by you separately)

• Up to eight (8) at-home blood draws

• Secure messaging with your OPTIMIZED HEALTH-affiliated healthcare provider between discrete medical consults

• Fulfillment of prescription medication for the treatment of low testosterone (as prescribed), if you choose to have your prescription filled by the OPTIMIZED HEALTH Pharmacy Network, with free two-day shipping

In certain cases, you or your health care provider may request that you complete services (e.g., medical consults, laboratory tests) in excess of the Membership Services. For each medical consult after the eighth consult, for each at-home blood draw after the eighth at-home blood draw, and for each lab result interpretation after the eighth lab result interpretation, (the “Additional Services”) you will be charged a separate fee (the “Additional Services Fee”). You will be charged an Additional Services Fee of $15.00 for each additional consult or lab result interpretation. You will be charged an Additional Services Fee of $125.00 for each additional at-home blood draw. As part of your participation in the Program, you agree that any Additional Services Fees that you incur can be charged to your payment card or PayPal account on file within seven (7) days of the date on when such Additional Services are rendered.

The Membership Services may change from time to time. You will be given thirty (30) days’ notice of any such change. You may accept the revised Membership Services by continuing in the Program or reject them by terminating your Membership.

At-home phlebotomy services

In order to participate in the Program, you must periodically obtain medically necessary laboratory testing (bloodwork). As part of the Membership Services, you will receive up to eight (8) at-home blood draws from our partner mobile phlebotomy provider. You agree to receive at-home phlebotomy services from our mobile phlebotomy partner for any laboratory testing required by your OPTIMIZED HEALTH-affiliated health care provider as part of the Program.

Laboratory testing services not included

In order to participate in the Program, you must periodically obtain medically necessary laboratory testing (bloodwork). Your blood sample, once collected by our mobile phlebotomy partner, will be processed and tested by Quest Diagnostics. You acknowledge and agree that your Membership Fee does not include the cost of any laboratory services provided by Quest and that OPTIMIZED HEALTH is not responsible for any such costs. Quest determines the charges for its laboratory testing services and may bill you directly for any amounts that you owe Quest based on your agreement with Quest. Your payment arrangement with Quest is not governed by these Terms of Use. Contact Quest directly for more information about pricing and payment for laboratory testing services.

Payment of Membership Fee

You will have an opportunity to review and agree to the cost of Membership (the “Membership Fee”) during the checkout process that is part of the Diagnosis Online Visit. You may also view the costs associated with Membership on the Program webpage located here. Once you begin participation in the Program, your Membership Fee will be automatically charged to your payment card or PayPal account on file on a recurring, monthly basis (approximately every 28-30 days) until your Membership is canceled. The initial payment must be made the day your Membership commences. Once paid, your Membership Fee is non-refundable. You may cancel your Membership at any time by calling us at (845) 853-2569, emailing us at cs@optimized.health, or logging into your Secure User account.

If you choose to have your prescription filled at a local pharmacy, your Membership Fee will not include the cost of medication and pharmacy fulfillment. If you transfer your prescription from a local pharmacy to the OPTIMIZED HEALTH Pharmacy Network, the cost of medication and pharmacy fulfillment will be added to your Membership Fee at the beginning of the next billing cycle. You may transfer your prescription to a local pharmacy or to the Bask Pharmacy Network at any time by calling us at (845) 853-2569 or emailing us at cs@optimized.health.

Canceling your Membership

You may cancel your Membership at any time by calling us at (845) 853-2569, emailing us at cs@optimized.health, or logging into your Secure User account. Any Membership Fees paid prior to the date of cancellation are non-refundable.

Delaying your Membership

If you would like to delay your billing date for any reason, you may delay by logging into your Secure User account, calling us at (845) 853-2569, or emailing us at cs@optimized.health. You may learn more about how to initiate a delay through your Secure User account in the FAQs located here. When you delay, you will not be charged a Membership Fee until the end of the delay period that you have selected. During such period, you will not be eligible to receive any Membership Services, except you may still message your OPTIMIZED HEALTH-affiliated health care professional through OPTIMIZED HEALTH’s secure messaging application at any time. Delaying could impact your ability to adhere to your treatment plan. As a result, at your OPTIMIZED HEALTH-affiliated health care provider’s discretion, you may need to be re-evaluated and undergo additional laboratory testing before continuing with treatment (a “Continuation Visit”) at the end of a delay period. If you delay for a cumulative period of eight (8) consecutive weeks or more without scheduling a Continuation Visit, your Membership may be canceled without notice.

Pausing your Membership

If you would like to pause your Membership by turning off auto-payments (going “On-demand”) for any reason, you may do so by logging into your Secure User account, calling us at (845) 853-2569, or emailing us at cs@optimized.health. You may learn more about how to go On-demand through your Secure User account in the FAQs located here. When you go On-demand, you will not be charged any additional monthly Membership Fee payments until you initiate a charge by ordering a refill of your medication or turning auto-payments back on. You will receive Membership Services through the last day of the monthly billing cycle for which you have paid the monthly Membership Fee. Thereafter, other than messaging your OPTIMIZED HEALTH-affiliated health care professional through OPTIMIZED HEALTH’s secure messaging application, you will not be eligible to receive any Membership Services until you initiate another charge as described above. Going On-demand could impact your ability to adhere to your treatment plan. As a result, at your OPTIMIZED HEALTH-affiliated health care provider’s discretion, you may need to undergo a Continuation Visit before continuing with treatment at the end of an On-demand period. If you remain On-demand for a cumulative period of eight (8) consecutive weeks or more without scheduling a Continuation Visit, your Membership may be canceled without notice.

No Testosterone Replacement Therapy

The Program is not appropriate for patients seeking testosterone replacement therapy (commonly referred to as “TRT”), such as testosterone patches, gels, injections, or pellets. Providers participating in the Program cannot prescribe TRT by telehealth. Please contact your in-person provider to seek TRT options.

No representation, warranty, or guarantee of continued availability of the Program

NEITHER OPTIMIZED HEALTH NOR THE AFFILIATED PROFESSIONAL ENTITIES MAKE ANY REPRESENTATIONS, WARRANTIES, OR GUARANTEES REGARDING THE CONTINUED AVAILABILITY OF THE PROGRAM. THE PROGRAM MAY BE DISCONTINUED AT ANY TIME AT THE SOLE DISCRETION OF OPTIMIZED HEALTH AND/OR THE AFFILIATED PROFESSIONAL ENTITIES. YOU WILL BE GIVEN 30 DAYS’ NOTICE OF ANY SUCH DISCONTINUATION SO THAT YOU MAY FIND A LOCAL PROVIDER WITH WHOM TO CONTINUE TREATMENT.

Governing law; dispute resolution; arbitration; venue; severability of provisions

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND OPTIMIZED HEALTH TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM OPTIMIZED HEALTH

These Terms of Use and your use of the Sites shall be governed by the laws of the State of Delaware, without giving effect to the principles of conflict of laws. Any dispute arising under or relating in any way to these Terms of Use will be resolved exclusively by final and binding arbitration in New York, New York under the rules of the American Arbitration Association, except that either party may bring a claim related to intellectual property rights, or seek temporary and preliminary specific performance and injunctive relief, in any court of competent jurisdiction. The parties agree that the courts located in New York, New York shall have exclusive personal jurisdiction, subject matter jurisdiction, and venue for any such claim.

All parts of these Terms of Use apply to the maximum extent permitted by law. OPTIMIZED HEALTH and you both agree that if we cannot enforce a part of this contract as written, then that part will be replaced with terms that most closely match the intent of the part we cannot enforce, to the extent permitted by law. The invalidity of part of these Terms of Use will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience only and do not have any force or effect.

No waiver

No waiver by OPTIMIZED HEALTH of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by OPTIMIZED HEALTH to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

No agency relationship

Neither these Terms of Use, nor any Content, materials or features of the Services create any partnership, joint venture, employment, or other agency relationship between us and you. You may not enter into any contract on our behalf or bind us in any way.

Remedies

You agree that any violation, or threatened violation, by you of these Terms of Use constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.

Assignment

You may not assign any of your rights under these Terms of Use, and any such attempt will be null and void. Beluga Health, P.A. and their affiliates may, in their individual discretion, transfer, without further consent or notification, all contractual rights and obligations pursuant to these Terms of Use if some or all of the business of OPTIMIZED HEALTH is transferred to another entity by way of merger, sale of its assets or otherwise.

Digital Millennium Copyright Act

OPTIMIZED HEALTH reserves the right to remove any content or any other material or information available on or through our Sites, at any time, for any reason. OPTIMIZED HEALTH otherwise complies with the provisions of the Digital Millennium Copyright Act (“DMCA”) applicable to Internet service providers (17 U.S.C. § 512, as amended), and responds to clear notices of alleged copyright infringement. This Section describes the procedure that should be followed to file a notification of alleged copyright infringement with OPTIMIZED HEALTH

Notification of Claimed Copyright Infringement. If you have objections to copyrighted content or material made available on or through our Sites, you may submit a notification to our Designated Agent at the following address:

440 Upper Byrdcliffe Road, Woodstock, New York, 12498

cs@optimized.health

Any notification to OPTIMIZED HEALTH under 17 U.S.C. § 512(c) alleging copyright infringement must include the following information:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the exclusive right being infringed;

• An identification of the copyrighted work or other intellectual property that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;

• An identification of the content or material that you claim is infringing and where it is located on our Sites;

• Information sufficient for OPTIMIZED HEALTH to contact you, such as your address, telephone number, and/or email address;

• A statement by you that you have a good-faith belief that the use of the content or material of which you are complaining is not authorized by the copyright owner, its agent, or the law; and

• A signed statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright owner or authorized to act on the copyright owner’s behalf.

Asynchronous Telemedicine Informed Consent Thank you for choosing Beluga Health, P.A. (“Beluga”)! You are viewing this form because you have elected to engage in asynchronoustelemedicine visits with a Beluga healthcare practitioner. Your practitioner is a board-certified physician licensed in your state. By clicking “I Agree,” I ACKNOWLEDGE I HAVE READ AND UNDERSTAND THE TERMS PRESENTED BELOW, AND UNDERSTAND THE RISKS AND BENEFITS OF ASYNCHRONOUS TELEMEDICINE, AND BY ACCEPTING THESE TERMS OF USE I HEREBY GIVE MY INFORMED CONSENT TO PARTICIPATE IN ASYNCHRONOUS TELEMEDICINE UNDER THESE TERMS. What is Telemedicine? Telemedicine is the delivery of healthcare services, including examination, consultation, diagnosis, and treatment, through electronic communication technologies when you (the patient) are located in a different location than your healthcare practitioner. Beluga allows you to receive treatment from a healthcare practitioner without having to travel to another location or schedule a separate appointment and helps you avoid long wait times that you might otherwise experience at an in-person visit. What is Asynchronous Telemedicine? Asynchronous telemedicine is one way to deliver telemedicine. Asynchronous communication is often referred to as “store-and-forward” communication, where participants submit and collect data at different times. An example of asynchronous communication is a telemedicine encounter with a healthcare practitioner that involves sending photos, video, or other communications via email or text message. “Asynchronous” means “not occurring at the same time” and is different from “synchronous” telemedicine, which generally includes visits conducted in real-time between patients and healthcare practitioners through audio or video means (e.g., live phone calls or video-conferencing). Healthcare practitioners may use asynchronous telemedicine to aid in diagnoses and medical consultations when live communication or face-to-face contact is not possible or necessary. Beluga’s platform (“Platform”), in particular, allows for the following asynchronous telemedicine services: 1) text-based healthcare practitioner-patient interactions through short message service (“SMS”) and multimedia messaging service (“MMS”) communications; and 2) secure information collection through asynchronous store-and-forward patient questionnaires. What are the Possible Risks to Using Asynchronous Telemedicine? As with any medical treatment, there are potential risks associated with the use of asynchronous telemedicine. Beluga believes that the likelihood of these risks materializing is very low. These risks may include, without limitation, the following: • Delays in medical evaluation and consultation or treatment may occur due to deficiencies or failures of the equipment or the Internet, which may include poor data quality, Internet outages, or other service interruption issues. You may reschedule the visit with your healthcare practitioner should these interruptions occur. • Security protocols could fail, causing a breach of privacy of personal medical information. • Because Beluga does not have access to your complete medical records, if you do not disclose to your healthcare practitioner a full list of your medical history including diagnoses, treatments, medications/supplements, and allergies, adverse treatment, drug interactions or allergic reactions, or other negative outcomes may occur. • Asynchronous telemedicine services are NOT emergency services and your Personal Data (as defined in the Beluga Privacy Policy) WILL NOT BE MONITORED 24/7. If you think you are experiencing a medical emergency, CALL 911 IMMEDIATELY. THE CARE YOU RECEIVE WILL BE AT THE SOLE DISCRETION OF THE HEALTHCARE PRACTITIONER WHO IS TREATING YOU, WITH NO GUARANTEE OF DIAGNOSIS, TREATMENT, OR PRESCRIPTION. THE HEALTHCARE PRACTITIONER WILL DETERMINE WHETHER OR NOT THE CONDITION BEING DIAGNOSED AND/OR TREATED IS APPROPRIATE FOR THE CARE PROVIDED THROUGH AN ASYNCHRONOUS TELEMEDICINE ENCOUNTER VIA THE PLATFORM.

 Your Rights and Acknowledgements:

• You have the same privacy rights via asynchronous telemedicine that you would have during an in-person visit. Dissemination of any identifiable images or information from the asynchronous telemedicine visit to researchers or other entities will not occur without your written consent. For more information about how we protect your privacy, please read the Beluga Privacy Policy here.

• Asynchronous telemedicine may involve electronic communication of your personal medical information to healthcare practitioners who may be located in other areas, including out of state. • You understand that you may expect the anticipated benefits from the use of asynchronous telemedicine, but that no results can be guaranteed or assured.

• You understand that all information submitted to Beluga via text message and entered by your healthcare practitioner in the Beluga Platform will be part of your medical record and available to you by emailing admin@belugahealth.com. This information will have the same restrictions on dissemination without your consent.

• You understand that your healthcare practitioner’s initial text message to you will include his/her name and credentials, and this will be recorded in the Beluga Platform as part of your medical record. • You understand you may withdraw your consent and delete your patient profile at any time by emailing admin@belugahealth.com.

• You understand that your healthcare information may be shared with other individuals in accordance with the Beluga Privacy Policy and regulations or laws in state or territory in which you are located. • You further understand that your healthcare information may be shared in the following circumstances: o When a valid court order is issued for medical records. o Reporting suspected abuse, neglect, or domestic violence. o Preventing or reducing a serious threat to anyone's health or safety. Call/Email/Text Messaging Consent: You expressly consent to allow Beluga or its healthcare practitioners to call, email, or text you (via SMS and/or MMS) with or regarding Personal Data (as defined in the Beluga Privacy Policy), appointments, or similar matters related to your telemedicine encounters using the contact information you have provided. Any calls or texts to you may be placed using an auto-dialer or a pre-recorded or artificial voice, even if your number is on a do-not-call list. Your phone carrier’s normal rates may apply. This is consent, not a condition of purchase. You may revoke this consent at any time by emailing us at admin@belugahealth.com. This Asynchronous Telemedicine Informed Consent is valid during your entire treatment with Beluga.